IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

Event-Driven

On 19 May, <a href="https://www.smartkarma.com/entities/sony-financial-holdings-inc" target="_blank" data-smartkarma-citation="entities:564:1" rel="noopener">Sony Financial Holdings (8729 JP)</a>/SFH announced a tender offer by <a href="https://www.smartkarma.com/entities/sony-corp" target="_blank" data-smartkarma-citation="entities:563:1" rel="noopener">Sony Corp (6758 JP)</a>, its parent company, which aims to make SFH a wholly-owned subsidiary. The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. Sony currently has a 65.04% ownership ratio in SFH. <div class="content-highlight">The tender offer is set at JPY2,600 per share, which represents a 25.97% premium to the last trading price. The lower limit of the tender offer has been set to achieve a 66.67% ownership ratio. With just 1.62% ownership ratio required to meet the minimum threshold, this is a done deal. Hitting the minimum threshold will allow a minority squeeze-out. Put in another way, there is little that minorities can do if they think that terms are unattractive. For what it’s worth, we think that minorities are getting a poor deal. </div>

On 19 May, Sony Financial Holdings (8729 JP)/SFH announced a tender offer by Sony Corp (6758 JP), its parent company, which aims to make SFH a wholly-owned subsidiary. The transaction is a two-step acquisition through a cash tender offer and subsequent squeeze-out. Sony currently has a 65.04% ownership ratio in SFH. The tender offer is set at JPY2,600 per share, which represents a 25.97% premium to the last trading price. The lower limit of the tender offer has been set to achieve a 66.67% ownership ratio. With just 1.62% ownership ratio required to meet the minimum threshold, this is a done deal. Hitting the minimum threshold will allow a minority squeeze-out. Put in another way, there is little that minorities can do if they think that terms are unattractive. For what it’s worth, we think that minorities are getting a poor deal. 

Sony Financial’s Tender Offer from Sony

Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Coming with a <a href="https://www.smartkarma.com/entities/sony-corp" target="_blank" data-smartkarma-citation="entities:563:1" rel="noopener">Sony Corp (6758 JP)</a><a href="https://www.sony.net/SonyInfo/IR/library/presen/strategy/" target="_blank" rel="noopener">Corporate Strategy Meeting</a>, there was an announcement of a couple of <a href="https://www.sony.net/SonyInfo/News/Press/202005/20-040E/" target="_blank" rel="noopener">Executive Changes</a> based on a <a href="https://www.sony.net/SonyInfo/News/Press/202005/20-039E/" target="_blank" rel="noopener">New Organizational Structure</a> which, for strategic reasons, means that Sony is obliged to announce a Tender Offer to take full control of <a href="https://www.smartkarma.com/entities/sony-financial-holdings-inc" target="_blank" data-smartkarma-citation="entities:564:1" rel="noopener">Sony Financial Holdings (8729 JP)</a>.So.... Sony takes out Sony Financial. This is an event which special situations investors/analysts/traders have speculated on for years, but this takeover is extremely opportunistic.Today's <a href="https://www.sony.net/SonyInfo/IR/news/20200519_02E.pdf" target="_blank" rel="noopener">announcement</a> is the functional equivalent of a 'Dear John' letter to Sony Financial shareholders.<blockquote>
It's not you - it's me. 
And I want to be fair. 
If there's anything else, please talk to my lawyer. 
</blockquote>To be sure, that is not an actual quote from Sony but it might as well be. Takeout price?    It's at a....    [checks notes]...  three month high? For a cash takeover? Surely you must be joking. Don't read the Tender Offer document. It will just get you upset.The Tender Offer Price is 30% higher than the first offer made by Sony. And Sony made the approach with a share exchange proposal, when the SFH/Sony share price ratio was at the lowest level since SFH was listed. Minority protections like Majority of Minority? Nope. Minimum hurdle?  1.6% of shareholders must tender to make it successful. Post-deal recourse? Not much. Shareholder appraisal rights are effectively impaired since the JCOM decision. This is one of the GREAT failings of experts, authorities, and the Court. Is there a chance upset shareholders could block this? There is a theoretical chance, but it is, in my opinion, improbable in the extreme.<hr>This is going to make some people unhappy. This will go down in the books as a situation where SONY parent should have done better. My constant refrain to shareholders in Japan is...<div class="content-highlight">
If you want takeover prices for minorities to be anywhere near appropriate, you need to make yourself heard. 
"The Rules" enable and support management and incumbent/insider abuse of minorities. 
Demand reasonable, fair, and global standard treatment from your independent directors. Make it known to the parent in situations where the shareholder structure allows abuse that you will exercise your rights where and how necessary. 
</div>In the meantime, we have a risk arb situation to trade...

Coming with a Sony Corp (6758 JP)Corporate Strategy Meeting, there was an announcement of a couple of Executive Changes based on a New Organizational Structure which, for strategic reasons, means that Sony is obliged to announce a Tender Offer to take full control of Sony Financial Holdings (8729 JP).So.... Sony takes out Sony Financial. This is an event which special situations investors/analysts/traders have speculated on for years, but this takeover is extremely opportunistic.Today's announcement is the functional equivalent of a 'Dear John' letter to Sony Financial shareholders.
It's not you - it's me. 
And I want to be fair. 
If there's anything else, please talk to my lawyer. 
To be sure, that is not an actual quote from Sony but it might as well be. Takeout price?    It's at a....    [checks notes]...  three month high? For a cash takeover? Surely you must be joking. Don't read the Tender Offer document. It will just get you upset.The Tender Offer Price is 30% higher than the first offer made by Sony. And Sony made the approach with a share exchange proposal, when the SFH/Sony share price ratio was at the lowest level since SFH was listed. Minority protections like Majority of Minority? Nope. Minimum hurdle?  1.6% of shareholders must tender to make it successful. Post-deal recourse? Not much. Shareholder appraisal rights are effectively impaired since the JCOM decision. This is one of the GREAT failings of experts, authorities, and the Court. Is there a chance upset shareholders could block this? There is a theoretical chance, but it is, in my opinion, improbable in the extreme.This is going to make some people unhappy. This will go down in the books as a situation where SONY parent should have done better. My constant refrain to shareholders in Japan is...
If you want takeover prices for minorities to be anywhere near appropriate, you need to make yourself heard. 
"The Rules" enable and support management and incumbent/insider abuse of minorities. 
Demand reasonable, fair, and global standard treatment from your independent directors. Make it known to the parent in situations where the shareholder structure allows abuse that you will exercise your rights where and how necessary. 
In the meantime, we have a risk arb situation to trade...

Sony FINALLY Takes Out Sony Financial in Tender Offer

Equity Analyst, LightStream Research

Shifara Samsudeen, ACMA, CGMA

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

<ul>
<li>It was reported by Nikkei Asian Review today that Sony will be buying the remaining stake in Sony Financial Holdings for JPY400bn (US$3.73bn) in an attempt to turn the business into a wholly owned unit of Sony.</li>
<li>Sony currently owns 65.06% of the outstanding shares of Sony Financial Holdings and the JPY400bn offer implies JPY2,631.8 per share. Sony Financial Holdings’ shares closed at JPY2,064 per share at the end of Monday’s trading and the offer implies a premium of around 27.5%.</li>
<li>Sony will acquire the remaining stake in Sony Financial through a tender offer and plans to delist the company around this summer.</li>
<li>Sony will be conducting a corporate strategic meeting this evening and we will cover more details regarding the deal in a follow-up insight.</li>
</ul>


It was reported by Nikkei Asian Review today that Sony will be buying the remaining stake in Sony Financial Holdings for JPY400bn (US$3.73bn) in an attempt to turn the business into a wholly owned unit of Sony.
Sony currently owns 65.06% of the outstanding shares of Sony Financial Holdings and the JPY400bn offer implies JPY2,631.8 per share. Sony Financial Holdings’ shares closed at JPY2,064 per share at the end of Monday’s trading and the offer implies a premium of around 27.5%.
Sony will acquire the remaining stake in Sony Financial through a tender offer and plans to delist the company around this summer.
Sony will be conducting a corporate strategic meeting this evening and we will cover more details regarding the deal in a follow-up insight.


Sony to Buy Out Remaining Sony Financial Stake

Global Senior Analyst, Fundamental Equity Research

Emile Farsoun

Equity Bottom-Up

<a href="https://www.smartkarma.com/entities/sony-corp" target="_blank" data-smartkarma-citation="entities:563:1" rel="noopener">Sony Corp (6758 JP)</a> has transformed itself from a household electronics conglomerate to an entertainment powerhouse, generating 67% of operating profit from Gaming, Music and Pictures.  In conjunction with this transformation, Sony has improved its EBITDA margin, over the past five years, by threefold to over 15%. Sony has also benefited from the rise of the Smartphone, with 1.5 billion sold annually,  which fueled  rapid growth in its Image Sensor business, which goes into the production of the Smartphone camera.The stock trades at very attractive multiples on FY1 P/E of 14.4, FY1 EV/EBITDA of 6.3x, and FCF yield of 8.7%, a steep discount to the entertainment peers.In our view, there are three main concerns weighing on the valuation; first, Sony has dominance in Image sensors, and the big question is whether competition will intensify from other semi companies, like <a href="https://www.smartkarma.com/entities/samsung-electronics-co-ltd" target="_blank" data-smartkarma-citation="entities:191:1" rel="noopener">Samsung Electronics (005930 KS)</a> and pressure the profitability. Second, concerns over the gaming franchise, with long term disruption to the PlayStation console business via Online Gaming. Third, the overall disruption in the distribution of content and whether this will have a negative impact on the value its content.We believe that these concerns are overblown and do not change our positive investment thesis for the stock. Our fair value for Sony is 9,000 yen, or 37% upside from the current level.

Sony Corp (6758 JP) has transformed itself from a household electronics conglomerate to an entertainment powerhouse, generating 67% of operating profit from Gaming, Music and Pictures.  In conjunction with this transformation, Sony has improved its EBITDA margin, over the past five years, by threefold to over 15%. Sony has also benefited from the rise of the Smartphone, with 1.5 billion sold annually,  which fueled  rapid growth in its Image Sensor business, which goes into the production of the Smartphone camera.The stock trades at very attractive multiples on FY1 P/E of 14.4, FY1 EV/EBITDA of 6.3x, and FCF yield of 8.7%, a steep discount to the entertainment peers.In our view, there are three main concerns weighing on the valuation; first, Sony has dominance in Image sensors, and the big question is whether competition will intensify from other semi companies, like Samsung Electronics (005930 KS) and pressure the profitability. Second, concerns over the gaming franchise, with long term disruption to the PlayStation console business via Online Gaming. Third, the overall disruption in the distribution of content and whether this will have a negative impact on the value its content.We believe that these concerns are overblown and do not change our positive investment thesis for the stock. Our fair value for Sony is 9,000 yen, or 37% upside from the current level.

'Quantamental' Japan Specialist, LightStream Research

Campbell Gunn

'Quantamental' Japan Specialist

ja research

ja research is an independent research platform focused exclusively on Japanese equities. Leveraging data and graphic analysis provided by Japan Analytics, we provide insights on small and medium-sized companies that have been ignored by the sell-side as well as challenging conventional wisdom on larger companies. We also offer analyst and corporate access, the latter with translation if required. 

Quantitative Analysis

• RELATIVE PRICE SCORE •<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/178/original/2019-09-06_09-42-35.png?1567730614" class="editor-image img-responsive" data-smartkarma-image-id="98178"></figure><div class="content-caption">Source: Japan Analytics</div>INTRODUCTION - The Relative Price Score (RPS) is a measure of stock price performance relative to TOPIX calculated by comparing the current deviation with the mean absolute deviation of monthly and daily relative share prices. As all companies are thus on a comparable scale, 'Overbought' and 'Oversold' outliers and changes in scoring can reveal short-term and longer-term trading opportunities. Company outlier thresholds are set at +4 &amp; -2 and equate to the top and bottom first-to-second percentiles of historical observations from which mean reversion takes a matter of months. RPS outliers with a Score of greater than 10.0 are rare outside of the 2000 tech 'bubble'. <a href="https://www.smartkarma.com/entities/lasertec-corp" target="_blank" data-smartkarma-citation="entities:4126:1" rel="noopener">Lasertec (6920 JP)</a> has just joined <a href="https://www.smartkarma.com/entities/goldwin-inc" target="_blank" data-smartkarma-citation="entities:410:1" rel="noopener">Goldwin (8111 JP)</a> in being only the second large-cap RPS 'ten-baggers' in the last twenty years. <div class="content-highlight">This insight updates our list of Overbought and Oversold companies, reviews the best and worst-performing companies in terms of RPS over the last three months and adds some specific comments on stocks on each category.</div><div></div><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/046/original/2019-09-05_12-46-46.png?1567655232" class="editor-image img-responsive" data-smartkarma-image-id="98046"></figure><div class="content-caption">Source: Japan Analytics</div>STATISTICS - Currently, of the 3,706 listed companies for which monthly RPS data is available, 81 companies are 'Overbought', and 133 are 'Oversold' - 2.45% and 3.8%, respectively of the total. For the 737 companies with a market capitalisation of over ¥100b, there are 44 'Overbought' and 37 'Oversold' companies, 6% and 5%, respectively.<hr>• RELATIVE PRICE SCORE 'TOPS' •<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/055/original/2019-09-05_13-06-30.png?1567656423" class="editor-image img-responsive" data-smartkarma-image-id="98055"></figure><div class="content-caption">Source: Japan Analytics</div>RPS 'TOPS' - In the last two years, 388 companies have achieved an RPS of '4' or more and the average Overbought 'persistence' is 42 days. 1.26% of the total of 1.94 million traded stock days were by companies with an RPS of over 4. For companies with a market capitalisation higher than ¥100b, the numbers are 95 companies and 74 days - demonstrating the superior persistence of large capitalisation companies in this regard. The chart above highlights the track record of all 95 large caps which are some point were Overbought in the last twenty-four months and illustrates the extreme outlier status of Goldwin and Lasertec.RPS NEGATIVE MEAN REVERSION - Some examples of RPS mean reversion in the last three months have been <a href="https://www.smartkarma.com/entities/suzuken-co-ltd" target="_blank" data-smartkarma-citation="entities:14996:1" rel="noopener">Suzuken (9987 JP)</a>, <a href="https://www.smartkarma.com/entities/infomart-corp" target="_blank" data-smartkarma-citation="entities:1301:1" rel="noopener">Infomart (2492 JP)</a>, <a href="https://www.smartkarma.com/entities/nichirei-corp" target="_blank" data-smartkarma-citation="entities:7168:1" rel="noopener">Nichirei (2871 JP)</a>, and <a href="https://www.smartkarma.com/entities/fancl-corp" target="_blank" data-smartkarma-citation="entities:15862:1" rel="noopener">Fancl (4921 JP)</a>. <figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/096/original/2019-09-05_16-25-39.png?1567668352" class="editor-image img-responsive" data-smartkarma-image-id="98096"></figure><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/097/original/2019-09-05_16-27-09.png?1567668441" class="editor-image img-responsive" data-smartkarma-image-id="98097"></figure><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/098/original/2019-09-05_16-28-42.png?1567668548" class="editor-image img-responsive" data-smartkarma-image-id="98098"></figure><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/099/original/2019-09-05_16-30-29.png?1567668640" class="editor-image img-responsive" data-smartkarma-image-id="98099"></figure><div class="content-caption">Source: Japan Analytics</div><hr>• RELATIVE PRICE SCORE 'BOTTOMS' •<div>
<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/056/original/2019-09-05_13-12-52.png?1567656806" class="editor-image img-responsive" data-smartkarma-image-id="98056"></figure><div class="content-caption">Source: Japan Analytics</div>
</div>RPS 'BOTTOMS' - 259 companies have seen their RPS fall to '-2' or below in the last two years, and the average Oversold 'persistence' is 83 days. 1.46% of the total of 1.94 million traded stock days were by companies with an RPS of less than -2.  For larger capitalisation companies, the numbers are 79 companies and 94 days. The chart above highlights the track record of the 79 large caps which are some point were Oversold in the last twenty-four months and illustrates the strong recovery in the REITs Sector and the continuing demise of Regional Banks.RPS POSITIVE MEAN REVERSION - Some recent examples of positive RPS mean reversions are <a href="https://www.smartkarma.com/entities/otsuka-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:12292:1" rel="noopener">Otsuka Holdings (4578 JP) </a>and <a href="https://www.smartkarma.com/entities/line-corp" target="_blank" data-smartkarma-citation="entities:22772:1" rel="noopener">LINE (3938 JP)</a>.<figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/100/original/2019-09-05_16-35-47.png?1567668972" class="editor-image img-responsive" data-smartkarma-image-id="98100"></figure><figure class="editor-figure mceNonEditable"><img src="https://static-prod.smartkarma.com/images/media/000/098/102/original/2019-09-05_16-36-50.png?1567669047" class="editor-image img-responsive" data-smartkarma-image-id="98102"></figure><div class="content-caption">Source: Japan Analytics</div>As we noted in our June <a href="https://www.smartkarma.com/insights/japan-relative-price-scores-overbought-oversold-companies-june-2019" target="_blank" data-smartkarma-citation="insights:30393" rel="noopener">Insight: -</a><blockquote><a href="https://www.smartkarma.com/entities/line-corp" target="_blank" data-smartkarma-citation="entities:22772:1" rel="noopener">LINE (3938 JP)</a>- Line has performed poorly since being featured in last year's Sohn Conference and has had negative and worsening Operating Income for each of the previous five quarters. Although there is a possibility of a double-bottom RPS 'bounce' and the company is now the most-Oversold non-financial large-cap over one year, there are no fundamental reasons to own the shares.   </blockquote>In the DETAIL section below, we list the current Very Overbought (RPS&gt;5), Too-Late-To-Buy (RPS &gt;4&lt;5) and Oversold (RPS &lt;-2) stocks as well as the most substantial three-month positive and negative changes in RPS.

• RELATIVE PRICE SCORE •Source: Japan AnalyticsINTRODUCTION - The Relative Price Score (RPS) is a measure of stock price performance relative to TOPIX calculated by comparing the current deviation with the mean absolute deviation of monthly and daily relative share prices. As all companies are thus on a comparable scale, 'Overbought' and 'Oversold' outliers and changes in scoring can reveal short-term and longer-term trading opportunities. Company outlier thresholds are set at +4 &amp; -2 and equate to the top and bottom first-to-second percentiles of historical observations from which mean reversion takes a matter of months. RPS outliers with a Score of greater than 10.0 are rare outside of the 2000 tech 'bubble'. Lasertec (6920 JP) has just joined Goldwin (8111 JP) in being only the second large-cap RPS 'ten-baggers' in the last twenty years. This insight updates our list of Overbought and Oversold companies, reviews the best and worst-performing companies in terms of RPS over the last three months and adds some specific comments on stocks on each category.Source: Japan AnalyticsSTATISTICS - Currently, of the 3,706 listed companies for which monthly RPS data is available, 81 companies are 'Overbought', and 133 are 'Oversold' - 2.45% and 3.8%, respectively of the total. For the 737 companies with a market capitalisation of over ¥100b, there are 44 'Overbought' and 37 'Oversold' companies, 6% and 5%, respectively.• RELATIVE PRICE SCORE 'TOPS' •Source: Japan AnalyticsRPS 'TOPS' - In the last two years, 388 companies have achieved an RPS of '4' or more and the average Overbought 'persistence' is 42 days. 1.26% of the total of 1.94 million traded stock days were by companies with an RPS of over 4. For companies with a market capitalisation higher than ¥100b, the numbers are 95 companies and 74 days - demonstrating the superior persistence of large capitalisation companies in this regard. The chart above highlights the track record of all 95 large caps which are some point were Overbought in the last twenty-four months and illustrates the extreme outlier status of Goldwin and Lasertec.RPS NEGATIVE MEAN REVERSION - Some examples of RPS mean reversion in the last three months have been Suzuken (9987 JP), Infomart (2492 JP), Nichirei (2871 JP), and Fancl (4921 JP). Source: Japan Analytics• RELATIVE PRICE SCORE 'BOTTOMS' •
Source: Japan Analytics
RPS 'BOTTOMS' - 259 companies have seen their RPS fall to '-2' or below in the last two years, and the average Oversold 'persistence' is 83 days. 1.46% of the total of 1.94 million traded stock days were by companies with an RPS of less than -2.  For larger capitalisation companies, the numbers are 79 companies and 94 days. The chart above highlights the track record of the 79 large caps which are some point were Oversold in the last twenty-four months and illustrates the strong recovery in the REITs Sector and the continuing demise of Regional Banks.RPS POSITIVE MEAN REVERSION - Some recent examples of positive RPS mean reversions are Otsuka Holdings (4578 JP) and LINE (3938 JP).Source: Japan AnalyticsAs we noted in our June Insight: -LINE (3938 JP)- Line has performed poorly since being featured in last year's Sohn Conference and has had negative and worsening Operating Income for each of the previous five quarters. Although there is a possibility of a double-bottom RPS 'bounce' and the company is now the most-Oversold non-financial large-cap over one year, there are no fundamental reasons to own the shares.   In the DETAIL section below, we list the current Very Overbought (RPS&gt;5), Too-Late-To-Buy (RPS &gt;4&lt;5) and Oversold (RPS &lt;-2) stocks as well as the most substantial three-month positive and negative changes in RPS.

🇯🇵 Japan • September Relative Price Scores - Life at the Poles Part 2: Companies

Japan

Sony Financial Holdings Inc. is a financial holding company.  The Company, through its subsidiaries, offers life insurance, non-life insurance, banking, and other financial services.

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Sony Financial Holdings (8729 JP)

Sony Financial’s Tender Offer from Sony

On 19 May, Sony Financial Holdings (8729 JP)/SFH announced a tender offer by Sony Corp (6758 JP), its parent company, which aims to make SFH a...

Arun George

Sony FINALLY Takes Out Sony Financial in Tender Offer

Coming with a Sony Corp (6758 JP)Corporate Strategy Meeting, there was an announcement of a couple of Executive Changes based on a New...

Travis Lundy

Sony to Buy Out Remaining Sony Financial Stake

It was reported by Nikkei Asian Review today that Sony will be buying the remaining stake in Sony Financial Holdings for JPY400bn (US$3.73bn) in...

Shifara Samsudeen, ACMA, CGMA

Sony Corp (6758 JP): Deeply Undervalued

Sony Corp (6758 JP) has transformed itself from a household electronics conglomerate to an entertainment powerhouse, generating 67% of operating...

Emile Farsoun

🇯🇵 Japan • September Relative Price Scores - Life at the Poles Part 2: Companies

• RELATIVE PRICE SCORE •INTRODUCTION - The Relative Price Score (RPS) is a measure of stock price performance relative to TOPIX calculated by...

Campbell Gunn

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